U S PAWN INC
NT 10-Q, 1998-11-16
MISCELLANEOUS RETAIL
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                                 UNITED STATES                   SEC FILE NUMBER
                      SECURITIES AND EXCHANGE COMMISSION           000-18291
                             WASHINGTON, DC, 20549
                                                                  CUSIP NUMBER
                                                                    97607634
                                   FORM 12B-25
                           NOTIFICATION OF LATE FILING



Check one:      Form 10-K        Form 20-F       Form 11-K  X   Form 10-Q 
                Form N-SAR

For Period Ended: September 30, 1998

 [  ]  Transition Report on Form  10-K
 [  ]  Transition Report on Form  20-F 
 [  ]  Transition Report on Form 11-K
 [  ]  Transition Report on Form 10-Q
 [  ]  Transition Report on Form N-SAR

For the Transition period Ended:
Read Instruction (on back page) Before preparing Form, please print or type.
Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

PART I - REGISTRANT INFORMATION

U.S. PAWN, INC.
- --------------------------------------------------------------------------------
Full Name of registrant


Former Name if applicable

7215 LOWELL BLVD.
- --------------------------------------------------------------------------------
Address of Principle Executive Office (Street and Number)


WESTMINSTER CO. 80030
- --------------------------------------------------------------------------------
City, State and Zip Code


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

         (a)      The reasons described in reasonable detail in PART III of this
                  form could not be eliminated  without  unreasonable  effort or
                  expense;

   X     (b)      If the subject annual report,  semi-annual report,  transition
                  report on Form 10-K,  Form 20-F,  11-K, Form N-SAR, or portion
                  thereof, will be filed on or before the fifteenth calender day
                  following the  prescribed  due date; or the subject  quarterly
                  report of transition  report on Form 10-Q, or portion  thereof
                  will be filed on or before the fifth  calender  day  following
                  the prescribed due date; and

         (c)      The  accountant's  statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  11-K,  10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time Period. (Attach Extra Sheets if Needed)

     In late September and early October of 1998,  certain events and conditions
relating to the Company's operations in the Omaha,  Nebraska area occurred which
require  the  evaluation  of the  carrying  values  of  certain  assets  at that
location.  As these evaluations require the gathering of additional  information
and substantial  additional time to complete,  the Registrant's  Form 10-QSB for
the period ended  September  30, 1998 could not be filed  within the  prescribed
time period.


<PAGE>



PART IV- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

         Charles C. Van Gundy               (303)            657-3550
     ---------------------------------------------------------------------------
               (Name)                    (Area Code)      (phone Number)

(2)  Have all other  periodic  reports  required Under Section 13 or 15(d) of to
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports) been filed?  If answer is no,
     identify report(s).    X    Yes           No
                         -------      -------

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?    X    Yes            No
              -------       -------
If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively,  and  , if  appropriate,  state  the  reasons  why a  reasonable
estimate of the results cannot be made.

     It is  anticipated  that the  Company  will report a net loss for the three
months ended September 30, 1998 in excess of $300,000 as compared to the loss of
$139,000 reported for the three months ended September 30, 1997. The anticipated
net loss is primarily  attributable  to the impairment of long-lived  intangible
assets, an inventory valuation allowance,  the  non-deductibility for income tax
purposes of such non-recurring charges and the sale of certain assets.

     The  Company's  results of operations  will be more fully  explained in the
Registrant's  Form 10-QSB for the period  ended  September  30, 1998 to be filed
with the Commission on or before November 19, 1998.



                                 U.S. PAWN, INC
                   ------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused  this  notification  to be signed on it's  behalf by the  undersigned
hereunto duly authorized.

Date     November 16, 1998             By  /s/  Charles c. Van Gundy
         -----------------                 -------------------------------------
                                           Charles C. Van Gundy
                                           Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.



                                    ATTENTION
Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.    This form is  required by Rule 12b-25  (17CFR  240.12b-25)  of the General
      Rules and Regulations Under the Securities Exchange Act of 1934.

2.    One signed original and four conformed  copies of this form and amendments
      thereto  must be  completed  and filed with the  Securities  and  Exchange
      Commission,  Washington  D.C.  20549,  in accordance  with Rule 0-3 of the
      General Rules and Regulations under the Act. The information  contained in
      or filed  with the form  will be made a matter  of  public  record  in the
      Commission files.

3.    A manually  signed copy of the form and amendments  thereto shall be filed
      with each national securities exchange on which any class of securities of
      the registrant is registered.




<PAGE>


4.    Amendments to the notifications must also be filed on form 12b-25 but need
      not restate information that has been correctly furnished.  The form shall
      be clearly identified as an amended notification.

5.    Electronic Filers: This form shall not be used by electronic filers unable
      to timely  file a report  solely due to  electronic  difficulties.  Filers
      unable  to  submit  a report  within  the time  period  prescribed  due to
      difficulties  in  electronic  filing should comply with either Rule 201 or
      Rule 202 of  Regulation  S-T or apply for an  adjustment  in  filing  date
      pursuant to Rule 13(b) of Regulation S-T.



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